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CC - Item 6C - Release of Security Deposit - Tract Map No. 72347 (8479 Garvey Avenue)ROSEMEAD CITY COUNCIL STAFF REPORT TO: THE HONORABLE MAYOR AND CITY COUNCIL FROM: GLORIA MOLLEDA, CITY MANAGER DATE: MAY 14, 2019 SUBJECT: RELEASE OF SECURITY DEPOSIT — TRACT MAP NO. 72347 (8479 GARVEY AVENUE) SUMMARY On May 9, 2017, K -Min Development, LLC, provided a security deposit in the form of a Time Certificate of Deposit in the amount of $182,393.50 to guarantee the completion of off-site public improvements related the mixed-use development at 8479 Garvey Avenue. Since the off-site improvements have been completed to the satisfaction of the City Engineer, the security deposit may be released to the developer. STAFF RECOMMENDATION It is recommended that the City Council: 1. Accept the completed off-site public improvements; and 2. Authorize the release of the security deposit in the amount $182,393.50 to K -Min Development, LLC. ANALYSIS In accordance with the Conditions of Approval for Tentative Tract Map No. 72347 for a mixed- use development at 8479 Garvey Avenue, approved by the Rosemead Planning Commission, the developer was required to construct all new sidewalk, curb and gutter, driveway aprons, corner curb ramp and tree wells along the frontage of the project; plant parkway trees; relocate water meters; and install curb drains and survey monuments. On May 9, 2017, the developer, K -Min Development, LLC, executed an Undertaking Agreement to guarantee the completion of off-site public improvements at 8479 Garvey Avenue. As part of the undertaking agreement, the developer provided a security deposit in the form of a Time Certificate of Deposit in the amount of $182,393.50. Since the off-site public improvements have been completed to the satisfaction of the City Engineer, the security deposit may be released to the developer. AGENDA ITEM NO. 6.0 City Council Meeting May 14, 2019 Page 2 of 2 PUBLIC NOTICE PROCESS The item has been noticed through the regular agenda notification process. Submitted By: Rey Alfonso, P.E. Director of Public Works Attachments: A. Undertaking Agreement B. Time Certificate of Deposit Attachment A Undertaking Agreement RECORDING REQUESTED BY AND WHEN RECORDED MAIL, TO: CITY OF ROSEMEAD 8838 E. Valley Blvd. Rosemead, CA 91770 Attention: City Clerk (Apace.4bove This Line n, Recorder's Use OP71)) t?xempt from recording fee. per Gov. Code 3 27383. CITY OF ROSEMEAD SUBDIVISION IMPROVEMENT AGREEMENT TRACT MAP No. 72347 THIS 5U I. I MPROVEMENT AGREEMENT ("Agreement") is effective as of day of , 2017, by and between the CITY OF ROSEMEAD, State of California, acting and t gh its City Council, hereinafter referred to as "CITY" and r (NAME) _04/7f 44 ADDRESS) hereinafter called the "SUBDIVIDER." RECITALS; A.: The CITY approved Tentative Map 72347' on 08/12/14 ("The Tentative Map"), subject to certain conditions of approval, which conditions include construction of certain public improvements (the "Improvements") as set forth in Exhibit A attached hereto an incorporated into this Agreement. B,: The SUBDIVIDER has filed the Map with the City Engineer of the CITY (the "City Engineer") for presentation to the City Council for its approval. C. The SUBDIVIDER has not yet completed the required Improvements to receive a final reap and therefore must enter into an agreement with the CITY providing for the future construction and installation of the Improvements, as required by Government Code section 66462(a)( L). D. CITY and SUBDIVCR desire to enter into this Agreement providing for the construction and installation of the Improvements. AGREEMENT NOW THEREFORE, in consideration of the faithful performance of the terms and conditions set forth in this Agreement, the parties agree as follows: 1. D!* to Install Improvements. The SUBDIVIDER, for and in consideration of the approval of the final map of that certain land division known as Tract Map 72347 hereby agrees, at the SUBDIVIDER'S own cost and expense to furnish all labor, materials, and equipment necessary to perform and complete, and within twenty-four (24) months from the date of filing of said map, to perform and complete in a good and timely manner, the Improvements set forth in Exhibit "A" to the satisfaction of the CITY. All required Improvements have an estimated cost of construction of one hundred eiglety two thousands three hundred ninety three and fifty cents ($1$2,393.50) as shown on Exhibit "B." 2. Duty to Maintain Improvements. CITY shall not be responsible or liable for the maintenance or care of the Improvements until CITY formally approves and accepts them in accordance with its policies and procedures. CITY shall exercise no control over the Improvements until approved and accepted. Any use by any person of the Improvements, or any portion thereof, shall be at the sole and exclusive risk of the SUBDIVIDER at all times prior to CITY's acceptance of the Improvements. SUBDIVIDER shall maintain all the Improvements in a state of good repair until they are completed by SUBDIVIDER and approved and accepted by CITY. Maintenance shall include, but shall not be limited to, repair of pavement, curbs, gutters, sidewalks, signals, parkways, water mains, and sewers; maintaining all landscaping in a vigorous and thriving condition reasonably acceptable to CITY; removal of debris from sewers and storm drains; and sweeping, repairing, and maintaining in good and safe condition all streets and street improvements. It shall be SUBDIVIDER's responsibility to initiate all maintenance work, but if it shall fail to do so, it shall promptly perform such maintenance work when notified to do so by CITY. If SUBDIVIDER fails to properly prosecute its maintenance obligation, CITY may do all work necessary for such maintenance and the cost thereof shall be the responsibility of SUBDIVIDER and its surety under this Agreement. CITY shall not be responsible or liable for any damages or injury of any nature in any way related to or caused by the Improvements or their condition prior to acceptance. Notwithstanding the above, SUBDIVIDER shall make available for public use any streets, curbs, gutters, sidewalks or walkways, streetlights, street furniture, storm drain improvements, fire hydrants, and any other facilities intended for general public use, which are installed, altered or affected by the work, as soon as they can be safely placed in service. 3. Performance Labor and Materials and WaffaqV Securi : SUBDIVIDER shall, at all times, guarantee its performance of this agreement by furnishing to CITY and maintaining good and sufficient security as required by the State Subdivision Map Act on forms approved by CITY for the purposes. and in the amounts as follows: a. To ensure a faithful performance of this agreement in regard to the improvements in the amount of 100% of the estimated cost of construction for the improvements; and b. To secure payment to any contractor, sub -contractor, persons renting equipment or furnishing labor and materials for the improvement required to beconstructed or installed pursuant to this agreement in the additional amount of 100% of the estimated cost of construction of the improvements; and c. To guarantee or warranty the work done pursuant to this agreement for a period of one (1) year following the acceptance thereof by CITY against any defective work or labor done, or defective materials furnished in the amount of 20% of the estimated cost of construction of the improvements; and d. To warranty, the setting of required subdivision monuments within one (1) year following recordation of the Final Map in the amount of 100% of the estimated cost of setting subdivisions monuments s shown in Exhibit `B." c. To guarantee the landscape maintenance of all landscape improvements for a period of one (1) year following acceptance of thereof by the CITY. The securities required by this agreement shall be kept on file with the City Clerk. The terms of the security documents required by this agreement are hereby incorporated in this agreement by reference and copies attached hereto. The security which guarantees performance can be released upon acceptance of the improvements by the CITY. The security which guarantees payment to contractors, sub -contractors and persons furnishing labor, materials or equipmdnt can be released six (6) months after acceptance of the improvements by the CITY, less the total of all claims to which the CITY has been given proper notice. 4. Non -Liability of CITY Hold Harmless and Indemnity by SUBDIVIDER; a. The CITY shall not nor shall any officer or employee thereof, be liable or responsible for any accident, loss, or damage happening or occurring to the work specified in this agreement prior to the completion and approval of same; nor shall the CITY, nor any officer or employee thereof, be liable for any persons or property injured by reason of the nature of said work, or by reason of the acts or omissions of the SUBDIVIDER, his agents, or employees, in performances of said work. All of said liabilities shall be assumed by the SUBDIVIDER. The SUBDIVIDER further agrees to protect and hold harmless the CITY, its officers, and employees, in performance of said work. All of said liabilities shaII be assumed by the SUBDIVIDER b. SUBDIVIDER agrees to indemnify, defend and hold the CITY, its elective and appointed boards, commissions, officers, agents, employees and consultants, harmless from and against any and all claims, liabilities, losses, damages or injuries of any kind (collectively, "Claims") arising out of SUBDIVIDER'S, or SUBDIVIDER'S contractors', subcontractors', agents' or employees', acts, omissions, or operations under this Agreement, including, but not limited to, the performance of the work and the use and operation of the Improvements prior acceptance by CITY, whether such acts, omissions, or operations are by SUBDIVIDER or any of SUBDIVIDER'S contractors, subcontractors, agents or employees. This indemnification includes, without limitation, the payment of all penalties, fines, judgments, awards, decrees, attorneys' fees, and related costs or expenses, and the reimbursement of CITY, its elected officials, officers, employees, and/or agents for all legal expenses and costs incurred by each of them. The aforementioned indemnity will apply regardless of whether or not CITY has prepared, supplied or approved plans and/or specifications for the Improvements and regardless of whether any insurance required under this Agreement is applicable to any Claims. The CITY does not and will not waive any of its rights under this indemnity provision because of its acceptance of the bonds or insurance required under the provisions of this Agreement. SUBDIVIDER'S obligation to indemnify CITY will survive the expiration or termination of this Agreement. CITY. 5. Insurance. During the term of this Agreement, SUBDIVIDER. shall maintain at its cost and expense the following insurance coverage against Claims, including Claims for injuries to persons or damages to property that may arise from or in connection with the performance of the Work and the results of that Work by the SUBDIVIDER, its contractors, agents, representatives, employees or subcontractors, with insurers with an A.M. Best's rating of no less than A:VH unless otherwise accepted by the CITY in writing; a. Commercial General Liability (CGL). SUBDIVIDER shall provide or cause to be provided Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $5,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to the Project and Property or the general aggregate limit shall be twice the required occurrence limit. b. Automobile Liability Insurance. SUBDIVIDER shall provide or cause to be provided ISO Form Number CA 00 01 covering any auto (Code 1), or if SUBDIVIDER has no owned autos, hired (Code 8), and non -owned autos (Code 4), with limit no less than $5,000,000 per accident for bodily injury and property damage. c. Workers' Compensation Insurance. SUBDIVIDER shall provide, or cause to be provided, workers' compensation insurance as required by law, and shall cause its contractors and their subcontractors, agents and representatives to maintain workers' compensation insurance as required by the State of California, with statutory limits, and employer's liability insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. For services deemed public works, by signing this agreement, SUBDIVIDER is certifying, pursuant to Section 1561 of the California Labor Code, that: "I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of the work of this Agreement." Contractor shall maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at least $1,000,000) for Contractor 's employees in accordance with the Iaws of the State of California, Section 3700 of the Labor Code In addition, Contractor shall require each subcontractor to similarly maintain Workers' Compensation Insurance and Employer's Liability Insurance in accordance with the laws of the State of California, Section 3700 for all of the subcontractor's employees. Contractor shall submit to Agency, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of Agency, its officers, agents, employees and volunteers. d. Other Insurance Provisions. The insurance policies are to contain, or be endorsed to contain, the following provisions: i. Additional Insured Status. The CITY, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to Iiability arising out of work or operations performed by or on behalf of the SUBDIVIDER including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the SUBDIVIDER's insurance (at least as broad as ISO Form CG 20 10 1185 or if not available, through the addition of both CG 20 10 and CG 20 37 if a later edition is used). ii. Primary Coverage. For any Claims related to this Agreement, the SUBDIVIDER's insurance coverage shall be primary insurance as respects the CITY, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the CITY, its officers, officials, employees, or volunteers shall be excess of the SUBDIVIDER's insurance and shall not contribute with it. iii. Notice of Cancellation. Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the CITY. iv. Waiver of Subrogation. SUBDIVIDER hereby grants to City a'waiver of any right to subrogation which any insurer of said SUBDIVIDER may acquire against the CITY by virtue of the payment of any loss under such insurance. SUBDIVIDER. agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the CITY has received a waiver of subrogation endorsement from the insurer. v. Deductibles and Self -Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the CITY, The CITY may require the SUBDIVIDER to purchase coverage with a lower deductible or retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. vi. Certificate of Insurance and Endorsements. SUBDIVIDER shall famish the CITY with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this Section. All certificates and endorsements are to be received and approved by the CITY before the Work commences. However, failure to obtain the required documents prior to the commencement of the Work shall not waive the SUBDIVIDER's obligation to provide them. The MY reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. vii. SUBDIVIDER's Consultants and Contractors. SUBDIVIDER shall include all of their consultants and all prime contractors and subcontractors as insured under its policies or shall furnish separate certificates and endorsements for each consultant and contractor. All coverages for consultants and contractors shall be subject to all of the requirements stated in this Agreement, including but not limited to naming additional insureds. viii. Higher Limits. If the SUBDIVIDER in the ordinary course of its business maintains higher limits than the minimums shown above, the CITY requires and shall be entitled to coverage for the higher limits maintained by the SUBDIVIDER. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the CITY. 6, Property Rights. CITY shall grant to SUBDIVIDER the necessary licenses and permits for the installation of said work within any portion of the public right of way to permit completion of the Improvements. 7. Breach of A cement. If the SUBDIVIDER neglects, refuses, or fails to prosecute the work with such diligence as to ensure its completion within the time specified, or within such extensions of said time as have been granted by the CITY, or if the SUBDIVIDER violates or neglects, refuses, or fails to perform satisfactorily any of the provisions of the plans and specifications, he shall be in default of this agreement and notice in writing of such default shall be served upon hire and upon any Surety in connection with this contract. The CITY shall have the power, on recommendation of the City Engineer, to terminate all rights of the SUBDIVIDER or his Surety then existing or which thereafter occur because of such default. The determination by the City Engineer of the question as to whether any of the terms of the contract or specifications have been violated, or have not been performed satisfactorily, shall be conclusive upon the SUBDIVIDER, his Surety, and any and all other parties who may have any interest in the contract or any portion thereof. The foregoing provisions of this section shall be in addition to all other rights and remedies available to the CITY under law. $ City's Attorney Fees and Costs. In case suit is brought upon this contract, the SUBDIVIDER hereby agrees to pay to the CITY all attorney's fees and costs incurred by the CITY. 9. Extension of time for Cam letion. It is further agreed by and between the parties hereto, including the Surety or Sureties on any Bond attached to this contract, that in the event it is deemed necessary to extend the time of completion of the work contemplated to be done under this contract, said extension maybe granted by the CITY, either at its own option, or upon request of the SUBDIVIDER, and shall in no way affect the validity of this contract or release the Surety of Sureties on any Bond attached hereto. 10. Final Drawings. Upon completion of the Improvement and prior to final acceptance and approval, SUBDIVIDER shall deliver to CITY a set of "as -built" drawings. These drawings shall be in a form acceptable to the City Engineer, shall be certified as being "as -built" and shall reflect the IMPROVEMENTS as actually constructed, with any and all changes incorporated therein. The drawings shall be signed and sealed as accurate by the engineer of record. 11. Transfers: Assignments. SUBDIVIDER may assign its obligations under this Agreement to successor owner(s) of the Property with the prior written consent of the CITY. In connection with any such assignment, SUBDIVIDER. and its assignee shall execute and deliver to CITY a written assignment and assumption agreement in a form acceptable to the City Attorney. 12. Binding Upon Heirs Successors and Assi s. The terms, covenants and conditions of this Agreement shall be binding upon all heirs, successors and assigns of the parties hereto; provided, however, that this Agreement shall not be binding upon a purchaser or transferee of any portion of the Property unless this Agreement has been assigned pursuant to Section 11. If this Agreement has not been assigned or if the assignment has not been consented to by CITY, it shall remain binding on SUBDIVIDER. 13. Headings. Section headings in this Agreement are for convenience only and are not intended to be used in interpreting or construing the terms, covenants or conditions contained in this Agreement. 14. Severabilfty If any provision of this Agreement is held, to any extent, invalid, the remainder of this Agreement shall not be affected, except as necessarily required by the invalid provision, and shall remain in full force and effect. 15. Entire Agreement. The terms and conditions of this Agreement constitute the entire agreement between CITY and SLJBDIV[DER with respect to the matters addressed in this Agreement. This Agreement may not be altered, amended or modified without the written consent of both parties. 16. Governing Law Venue. This Agreement shall be construed and enforced in accordance with the laws of the State of California, without reference to choice of law provisions. Any legal actions under this Agreement shall be brought only in the Superior Court of the County of Los Angeles, State of California. 17. Authori . Each party executing this Agreement on behalf of a party represents and warrants that such person is duly and validly authorized to do so on behalf of the entity it purports to bind and if such party is a partnership, corporation or trustee, that such partnership, corporation or trustee has full right and authority to enter into this Agreement and perform all of its obligations hereunder. 18. Administration. The City Council designates the City Manager to administer and oversee the performance of this Agreement, Except as otherwise required by law or by CITY policy, all acts to be undertaken by the CITY in furtherance of this Agreement shall be undertaken by the City Manager or his designee. 19. Runs with the Land,• Recordation, This Agreement pertains to and shall run with the Property. Upon execution, this Agreement shall be recorded in the Official Records of Los Angeles County, IN WITNESS THEREOF, the parties hereto for themselves, their heirs, executors, administrators, successors, and assigns do hereby agree to the full performance of this agreement and affix their names, titles, and seals this day as above indicated. f By: Name: r i Title: (Seal) Note: SIGNATURES MUST BE ACKNOWLEDGED BEFORE A NOTARY PUBLIC. (ATTACH APPROPRIATE ACKNOWLEDGEMENTS) 3I Mayor of the City of Rosemead Attested City Clerk of the City of Rosemead CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California 7 County of Z&,5 On Zi,,20/4 before me, Date e rr� y Here Insert Namand Title o e Officer personally appeared _�/TA41 ____.I1 -- — Name of Signer�j who roved to me on the basis of satisfactoryevidence to be th erson whose name is re scpribed to the within instrument and acknow eJged to me tha a he/the executed the ar�ie in his er/their authorized capacity(jes, and that b is! er/their Signa#ure on the instrument the persons' or the entity upon behalf of which the person acted, executed the i strument, ERICKA HERNANDEZ Notary Public - California z ie los Anpetea County } Commission i 2158152 AIy Comm. Ex irta Jun 24.2020+ I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature Signature of Notary Public Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document. Title or Type of Document:rI7�RuI1cr_-_._. 4I`l_/ Document Number of Pages: __1Q Signer(s) Other Than Named Above: -_ Capacity(ies) Claimed by Signer(s) Signer's Name: _ Corporate Officer — Title(s): Partner -- 7- Limited l-- General Individual I Attorney in Fact Trustee Guardian or Conservator Other: Signer Is Representing: ate; ,4 .90) Signer's Name: Corporate Officer — Title(s): Partner — i 11 Limited i General Individual i Attorney in Fact Trustee Guardian or Conservator Other - D Signer Is Representing: ____ Oc 2014 National Notary Association • www. NationaiNotary.org • 1 -B00 -US NOTARY (1-B00-876-6827) Item #5907 City of Rosemead Construction Estimate Tract No. 72347 Address: 8479 Garvey Avenue, Rosemead, CA Consultant: Calland Engineering, Inc. ffEU DE CR I'T ON QUANTITY UNIT VNITCOST TTA Clearing and Grubbing I LS $ 10,000.00 $ 10,000.00 2 Disposal of Waste Material l LS S 5,000.00 $ 5,000.00 3 Install PCC Driveway Apron per SPPWC Std. Plans 577 SF $ 10.00 S 5,770.00 4 Install PCC Sidewalk per SPPWC Std. Plan 3890 SP $ 6.00 $ 23.340.00 5 Install 36 -inch Box Parkway tree 10 EACH wS 625,00 $ 6,250.00 6 install Street Light Systctn 1 LS $ 50,000.00 $ 50,000.00 7 Remove Existing and construct Asphalt Pavement 1290 SF $ 15.00 S 19,350.00 8 Cosntruct ADA ramp per SPPWC Std. Plan l EACM $ 2,500.00 S 2,500,00 9 Construct Curb drain Per SPPWC Std. Plan 4 EACH $ 1,000,00 S 4,000.00 10 Remove and Construct PCC Curb&Gutter per SPPWC Std. Plan, 375 LF $ 45,60 $ 16,875.00 !Subtotal $ 143,065.00 Contingencies (10%) $14,306.50 Total $157,393.50 Construction Management $ 25,000.00 GRAND TOTAL $182,393.50 W No. 087 EMp OF Attachment B Time Certificate of Deposit NON-NEWTIABLE ICON TRANSFERABLE Vols CerriffeateEvidennu a Deposit in Me Nanre(s) of. TIME CERTIFICA'T'E OF DEPOSIT PAY TO TRE ORDER OF CITY OF ROSEMEAD K -MIN DEVELOPMENT LLC 8527 E GARVEY AVE ROSEMEAD CA 91770 Account Number 215263 Portfolio Number 123397 Date Opened 04/27/2017 Term of Account 12 Months (Initial) Maturity Date 04/27/2018 (Initial) Interest Rate 1.20% Annual Percentage Yield I. 4 RATE INFORMATION RENEWAL POLICY p Fixed Rate t�-1 Automatic al Renew ❑ Variable Rate Single Maturity Deposit One Handred Elkho -7iva Thousand Three Hundred NSn-Tlsree Dollars And Fi(t� Cents _ s 182,393.50 .� AUTHORIZED SidkATUFff FIXED RATE; The interest rate on this certificate will remain the same for the Interest cannot remain on deposit. Payout of Interest Is mandatory for accounts term of this certificate. where Interest is required to be paid out at least annually. VARIABLE BATE: The interest rate on this certificate will be adjusted, subject MINIMUM BALANCE REQUIREMENT TO OPEN AN ACCOUNT: YOU to the maximums and minimums, at the adjustment frequency. On the dates of must deposit a minimum of $ 1,000.00 to open a certificate. Terms vary adjustment, the rate on the certificate will be NIA the index rate. This rate will from 14 days to over one year depending on the amount Of the certificate, remain in effect until the next adjustment date, However, the Interest rate on the BALANCE COMPUTATION METHOD: We use the daily -balance method to certificate will never exceed the maximum or fall below the minimum. The initial calculate Interest on your account, The daily -balance Is calculated by adding the interest rate will be paid to the first adjustment dale. principal in the account for each day of the period and dividing that figure by the COMPOUNDING AND CREDITING: Interest begins to accrue on the business number of days in the period. day we receive credit for tha deposit of noncash items (for example, a check). Interest will be Compounded: No Com 'n Interest will be Credited: At Maturity CALCULATION AND ACCRUAL OF INTEREST: Interest is calculated on a simple Interest basis and is not compounded. Interest begins to accrue when the Bank receives provisional credit. EFFECT OF CLOSING AN ACCOUNT: If you close your account before interest is credited, any accrued interest may be withheld as part of the early withdrawal penalty. RENEWAL POLICY: Automatic Renewal - If checked above, this account will be automatically renewed for like period, beginning on the maturity date. Interest rate for any renewal period will be the rate in effect at the date of renewal, Your grace period will be 1Q day(s) after maturity to withdraw the funds without a penalty, however, if the funds are withdrawn, interest will not be paid after the maturity date, Single Maturity - If checked above, this account will not automatically renew at maturity. If you do not renew this account, interest will not accrue after maturity. RATE INFORMATION: For interest rate and annual percentage yield information, please contact any of our offices. The annual percentage yield assumes that interest remains on deposit until maturity, TRANSACTION LIMITATION; You cannot make additional deposits to this account during the term of the certificate, Partial principal withdrawals are not permitted. In addition, you cannot withdraw principal from this account without our consent except on or after maturity (for automatically renewable certificate, there Is a 10 day grace period after each renewal date during which withdrawals are permitted without penalty. Certificates for 31 days or less there is a one -day grace period. EARLY WITHDRAWAL PENALTY: If we consent to a request for a withdrawal that is otherwise not permitted, you may have to pay a penalty. The penalty will be: We may impose a penalty if you withdraw all of the principal before the maturity date. For certificates with a maturity of 12 months and under, the fee imposed will equal 30 days of Interest. For certificates with a maturity over 12 months, the fee imposed will equal 90 days of interest. We reserve the right to treat any withdrawal which would reduce the balance remaining in the account below its minimum opening deposit, as a withdrawal of the entire account balance and calculate the amount of the penalty accordingly. We will charge the penalty first against the interest remaining in the account at the time of withdrawal, and any excess will be deducted from the amount you withdraw. Definitions: 'We,"our,' and 'us' mean the issuer of this account and 'you' and'your' mean the depositogs). 'Account' means the original certificate of deposit as well as the deposit it evidences. Transfer: 'Transfer means any change in ownership, withdrawal rights, or survivorship rights, including (but not limited to) any pledge or assignment of this account as collateral. You cannot transfer this account without ourw4tten consent. Primary Agreement: You agree to keep your funds with us in this account until the maturity date(An automatically renewable account matures at regular intervals). You may nottransfer this account without first obtaining our written consent You must present this certificate when you request a withdrawal or transfer. This account Is void if the deposit is made by any method requiring collection (such as a check) and the deposit is not immediately collected in full. If the deposit is made or payable in a foreign currency, the amount of the deposltwhl be adjusted to reflect final exchange into U.S. dollars. We may change any term of this agreement Rules governing changes in interest rates have been provided. For other change we will give you reasonable nolfce in writing or by any other method permitted by law. If any notice is necessary, you at] agree that the notice will be sufficient if we mail It to the address listed on this form. You must notify us of any changa. Withdrawals and Transfers: Only those of you who sign the permanent signature card may withdraw funds from this account (In appropriate cases, a court appointed representative, a beneficiary of a trust or pay -ort -death account whose right of withdrawal has matured, or a newly appolnted and authorized representative of a legal entity may also wilh from this account), The speciflc nuaer you who must agree to any withdrawal is written on the signature card. Pledges: Any pledge of this account (to which we have agreed), must first be satisfied before the rights of any joint account survivor, pay -on -death beneficiary or (rust account beneficiary become effective, Forexample, if on joint tenant pledges the accountfor payment of a debt and then dies, the surviving joint tenant's rights in this account are subject first to the payment of the debt. Set-off., You each agree thatwe may without prior notice and when permitted by law set off the funds in this account against any due and payable debt owed to us now or In the.future, by any of you having the right of withdrawal, to the extent of such person's or legal entity's right to withdraw. Prerenedaank, PSCDAA-t.UFF, RevisedOXIM6 Member FDIC